Ehlen v. Melvin

John and LynnDee Melvin (defendants) owned real property. Through an intermediary, Paul Ehlen (plaintiff) expressed interest in purchasing the Melvins’ property. On February 16, 2011, Ehlen sent the Melvins a document entitled “Purchase Agreement,” offering to buy the property for $850,000 by a closing and payment date of March 1, 2011. The purchase agreement contained other specified terms and was signed by Ehlen. Two days later, the Melvins reviewed and modified certain terms of the purchase agreement. Notably, the Melvins added that the property would be sold “as is,” that the land was subject to a federal wetland easement and an agricultural lease, and that the Melvins wished to remove some equipment from the property. The Melvins hand-wrote their proposed changes, initialed each change, signed the agreement, and sent it back to Ehlen. Thereafter, Ehlen did not have any direct contact with the Melvins. The intermediary told the Melvins that the deal was off because Ehlen was concerned about some of the modified terms, but then the intermediary later told the Melvins that the deal was back on. Ehlen did not make any payment by March 1, 2011, and the next day, the Melvins’ attorney sent Ehlen a letter stating that the transaction was terminated. Ehlen sued the Melvins, seeking to enforce the purchase agreement. Following a trial, the court found that there was no contract or breach because the Melvins made a counteroffer that Ehlen failed to accept. Ehlen appealed, arguing that the Melvins accepted his purchase offer or, alternatively, that he accepted the Melvins’ counteroffer.